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July 16, 2026 – Reference is made to the stock exchange notice by Aker ASA (“Aker”) today regarding the proposed merger between Aker BioMarine ASA (“Aker BioMarine”) and Aker Capital NewCo AS (“MergerCo”), an indirect subsidiary of Aker.
To facilitate liquidity for Aker BioMarine shareholders who prefer a full cash exit before completion of the merger, Aker’s subsidiary Aker Capital AS (“Aker Capital”) today announces an optional cash offer to acquire all outstanding shares in Aker BioMarine for NOK 105 per share, as further detailed in this stock exchange notice. The acceptance period for the cash offer commences today, 16 July 2026. Aker, through Aker Capital, currently owns 77.67% of the shares in Aker BioMarine.
Aker and Aker BioMarine have agreed on the terms and conditions for a statutory merger with Aker BioMarine as the transferring company and MergerCo as the acquiring company with merger consideration in a combination of shares in Aker and cash (the “Merger”), based on a value of NOK 105 per share in Aker BioMarine.
Completion of the Merger is conditional upon approval of the merger plan for the Merger (the “Merger Plan”) by an extraordinary general meeting in Aker BioMarine (the “Aker BioMarine EGM”) expected to be convened tomorrow, 17 July 2026, and held on 17 August 2026. Subject to such approval, the Merger is expected to be completed during H2 2026.
Key terms and conditions of the Cash Offer To facilitate liquidity and a 100% cash realisation option for Aker BioMarine’s shareholders, Aker Capital is simultaneously launching a cash offer (the “Cash Offer”) to acquire all outstanding shares (the “Shares”) in Aker BioMarine (except for Shares owned by Aker Capital) for NOK 105 per Share (the “Offer Price”), conditional upon the Merger Plan being approved the Aker BioMarine EGM. The Offer Price is equal to the value per Share applied in the Merger.
The terms and conditions of the Cash Offer are included in this stock exchange notice and the attached acceptance form for the Cash Offer (the “Acceptance Form”).
The acceptance period for the Cash Offer (the "Offer Period") commences today, 16 July 2026, and expires on 30 July 2026 at 16:30 CEST. Aker Capital reserves the right, at its sole discretion, to extend the Offer Period.
An interest of 3M Nibor + 43bps shall accrue on the Offer Price from the expiry of the initial Offer Period (i.e., from 31 July 2026) and until settlement of the Cash Offer, which shall be settled together with settlement of the Offer Price (on the condition that the Cash Offer is completed). If the Offer Period is extended, a later starting date for calculating interest may apply for shareholders accepting the Cash Offer during the extended Offer Period.
Completion of the Cash Offer is conditional upon the Aker BioMarine EGM (expected to be held on 17 August 2026) approving the Merger Plan. Settlement of the Cash Offer will take place no later than three trading days after such approval by the Aker BioMarine EGM.
Shareholders that have accepted the Cash Offer may attend and vote at the Aker BioMarine EGM with their Shares.
The board of directors of Aker BioMarine has unanimously resolved to recommend that shareholders approve the Merger and that shareholders who wish a full exit accept the Cash Offer.
Aker Capital currently owns 77.67% of the outstanding Shares in Aker BioMarine, and has, since the time of listing of Aker BioMarine, held its majority shareholding in Aker BioMarine. The Cash Offer is therefore not subject to the requirements of a voluntary offer under chapter 6 of the Norwegian Securities Trading Act. Consequently, the Cash Offer and Acceptance Form will not be subject to the review of the Financial Supervisory Authority of Norway or any other regulatory authority.
The Cash Offer will not be made in any jurisdiction in which the making of the Cash Offer would not be in compliance with the laws of such jurisdiction or which would violate applicable laws including sanctions.
Acceptance of the Cash Offer
The Acceptance Form is attached to this stock exchange notice and will also be available at: www.arctic.com/offerings.
Shareholders wishing to accept the Cash Offer must, prior to expiry of the Offer Period, complete and return the Acceptance Form to Arctic Securities AS (the “Receiving Agent”) by e-mail to subscription@arctic.com. Shareholders with BankID may alternatively fill out the digital acceptance form available at www.arctic.com/offerings.
The Cash Offer may only be accepted pursuant to the terms and procedures set out in the Acceptance Form. Shareholders are advised to read this stock exchange notice and the Acceptance Form carefully in its entirety before deciding whether to accept the Cash Offer.
Conditions for completion of the Cash Offer Completion of the Cash Offer is subject to the Aker BioMarine EGM having approved the Merger Plan, and the Merger Plan not having been terminated prior to settlement of the Cash Offer. The Cash Offer will lapse if the Aker BioMarine EGM does not approve the Merger Plan. Completion of the Cash Offer is not subject to completion of the Merger and is otherwise not subject to any closing conditions.
Shareholders who have accepted the Cash Offer will, to the extent permitted under Norwegian law, remain the legal owners of their Shares and retain voting rights and other shareholder rights related thereto until settlement of the Cash Offer is completed. Such shareholders may therefore attend and vote at the Aker BioMarine EGM.
Completion of the Cash Offer will take place no later than three trading days after approval of the Merger Plan by the Aker BioMarine EGM.
Prior to completion of the Cash Offer, Aker Capital will execute a forward contract with respect to the Shares tendered in the Cash Offer, whereby a financial institution on completion of the Cash Offer, will acquire the tendered Shares with an obligation for Aker Capital to physically settle the forward contract in connection with completion of the Merger.
Aker Capital shall not acquire Shares from the date hereof until the completion of the Merger at a price per Share higher than NOK 105, without Aker Capital increasing the Offer Price to the same amount for all shareholders having accepted the Cash Offer.
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Atle Kigen, Head of Media Relations and Public Affairs +47 90 78 48 78
Fredrik Berge, Head of Investor Relations +47 45 03 20 90
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-07-16 07:02 CEST.
The terms and conditions of the Cash Offer will be governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Cash Offer and the distribution of this announcement and other information in connection with the Cash Offer may be restricted by law in certain jurisdictions. The Acceptance Form will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada, Japan, New Zealand, South Africa, South Korea and Hong Kong, or any other jurisdiction in which it would be unlawful. Neither Aker nor Aker Capital assumes any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Cash Offer or otherwise. Investors may accept the Cash Offer only on the basis of the information to be provided in the Acceptance Form. The Cash Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
This announcement, oral statements made regarding the acquisition contemplated by the Cash Offer or Merger, and other information published by Aker BioMarine, Aker, or Aker Capital contain certain information and statements that may constitute “forward-looking information” or “forward-looking statements” under applicable securities legislation ("forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of words such as "will", "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "aims", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Inherent in forward-looking statements are risks, uncertainties and other factors beyond Aker BioMarine’s, Aker’s and/or Aker Capital’s ability to predict or control.
All statements, other than statements of historical facts, included in this press release that address future events, developments or performance are forward-looking statements. Forward-looking statements include, among other things, statements regarding the expected timing and scope of the Cash Offer, including timing for launch and completion of the Cash Offer; expectations regarding whether the Merger and Cash Offer will be completed, including whether the completion conditions will be satisfied; the anticipated timing for completion of the Merger and the Cash Offer; the expected effects of the Merger and Cash Offer; and other statements other than historical facts. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions including regarding the business strategies and the environment in which Aker BioMarine, Aker or Aker Capital may operate in the future.
Although Aker BioMarine, Aker and Aker Capital believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such forward-looking statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of such parties, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements.
If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Aker BioMarine, Aker, Aker Capital, nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
All of the forward-looking statements contained in this announcement are given as of the date hereof and are based upon the opinions, estimates and information available as at the date hereof. Aker BioMarine, Aker and Aker Capital disclaim any intention or obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. If one or more forward-looking statements is updated, no inference should be drawn that additional updates with respect to those or other forward-looking statements will be made. The foregoing list of risks and uncertainties is not exhaustive. Readers should carefully consider the above factors as well as the uncertainties they represent and the risks they entail.
No profit forecasts or estimates No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share. Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Notice to U.S. Holders Holders of Shares in the United States (“U.S. Holders”) are advised that Aker BioMarine’s shares are not listed on a U.S. securities exchange and that Aker BioMarine is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Cash Offer will be made for the issued and outstanding shares of Aker BioMarine (other than Shares owned by Aker Capital), a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Cash Offer is made to U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Cash Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S.
Exchange Act.
The Cash Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of shares to whom the Cash Offer is made. Any information document, including the Acceptance Form, will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to Aker BioMarine’s other shareholders to whom the Cash Offer is made. The Cash Offer will be made by Aker Capital and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Cash Offer.
To the extent permissible under applicable law or regulations, Aker Capital and its affiliates or brokers (acting as agents for Aker Capital or its affiliates, as applicable) may from time to time and during the pendency of the Cash Offer, and other than pursuant to the Cash Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to Aker and Aker Capital may also engage in ordinary course trading activities in securities of Aker BioMarine, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Cash Offer, passed upon the merits or fairness of the Cash Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
It may be difficult for Aker BioMarine’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Cash Offer, since Aker BioMarine, Aker and Aker Capital are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of Aker BioMarine may not be able to sue Aker, Aker Capital or Aker BioMarine or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Aker, Aker Capital and Aker BioMarine and their respective affiliates to subject themselves to a U.S. court's judgment.